Javier de Anda
INTERNATIONAL BANCSHARESAbout Javier de Anda
Independent director of International Bancshares Corporation (IBOC); age 72; joined IBOC’s board in September 2015 (also joined the lead bank IBC’s board in July 2015). A Laredo native, he is President of B.P. Newman Investment Company, Inc. (private real estate/apartment operator) and co‑owner of 20 Popeye’s Louisiana Kitchen franchises in Laredo and El Paso. The Board cites his local market knowledge, entrepreneurial experience, and long service at Commerce Bank (an IBOC subsidiary) as core credentials supporting his nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Bancshares Corporation (IBOC) | Director (Independent) | 2015–present | Audit Committee; Compensation Committee |
| International Bank of Commerce (IBC – lead bank) | Director | 2015–present | Board service at lead bank cited in governance; risk oversight flows through IBC to IBOC |
| Commerce Bank (IBOC subsidiary) | Director | 2010–2015 | Long-standing service prior to IBC/IBOC board appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| B.P. Newman Investment Company, Inc. | President | Ongoing | Private real estate/apartment operator founded in 1968, Laredo |
| Popeye’s Louisiana Kitchen franchisee (20 units) | Co‑owner | Ongoing | Operates ~20 locations in Laredo & El Paso; >400 employees |
Board Governance
- Independence and tenure: The Board determined all directors except Dennis E. Nixon and A.R. Sanchez Jr. are independent under Nasdaq rules; de Anda is independent. He has served since 2015 .
- Committees (2024 activity):
- Audit Committee member; committee met 6 times in 2024; all members independent; chair/financial expert is Douglas B. Howland (de Anda not chair) .
- Compensation Committee member; met once in 2024; all members independent .
- Asset/Liability, Investment, Balance Sheet-Management, Funds Management/Liquidity Interest Rate Risk Committee member; met twice in 2024 .
- Attendance and engagement: In 2024 the Board held 7 meetings; all directors attended at least 75% of aggregate Board and committee meetings; non‑employee directors held 4 executive sessions without management .
- Leadership structure: CEO and Chair roles combined; no designated Lead Independent Director—Board cites active independent engagement as mitigant .
Fixed Compensation (Director)
| Component | 2024 Detail | Source |
|---|---|---|
| Cash fees (IBOC Board & Committees) | $8,200 (de Anda) | |
| “All Other Compensation” (primarily subsidiary bank board/advisory fees) | $22,300 (de Anda) | |
| Total Director Compensation | $30,500 (de Anda) | |
| Board meeting fee | $1,000 per IBOC board meeting attended | |
| Committee meeting fee | $400 per IBOC committee meeting attended | |
| Subsidiary bank board/advisory fees | $700–$1,000 per subsidiary bank board meeting; $400 per committee meeting; plus year‑end payment $2,000–$7,500 |
Notes: Some board meetings were telephonic (no fee). Salaried officers who are directors are not paid for committee meetings. Perquisites to directors were below the $10,000 per‑director disclosure threshold in 2024 .
Performance Compensation (Director)
| Item | Disclosure |
|---|---|
| Annual equity awards to non‑employee directors | None granted (no stock options, equity-based awards, or non‑equity incentive plan compensation to non‑employee directors) |
| Performance metrics tied to director pay | Not applicable; director compensation is per‑meeting/role based |
Other Directorships & Interlocks
- Other public company directorships: None disclosed for de Anda in IBOC’s proxy biography .
- Compensation Committee interlocks: None—members (including de Anda) were not current/former officers; noted ordinary‑course borrowings with subsidiaries by some members/associates on market terms, reviewed under policy .
Expertise & Qualifications
- Local market knowledge in IBOC’s footprint; entrepreneurial operating experience; experience reviewing financial matters; extensive community ties—all cited as reasons for nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes/Breakdown |
|---|---|---|---|
| Javier de Anda | 29,561 | <1% | Includes 10,000 shares held jointly with wife and 687 shares held in wife’s name; no pledging disclosed for de Anda . For context, shares outstanding were 62,217,955 as of April 1, 2025 . |
Ownership alignment context:
- Director stock ownership guidelines: The Company does not have formal stock ownership guidelines for directors; stock ownership is considered in nominations but not mandated .
- Hedging: Prohibited for directors, officers, employees .
Insider Trades (Form 4 highlights)
| Date of Transaction | Type | Shares | Price | Ownership Form | Source |
|---|---|---|---|---|---|
| 2020‑03‑10 | Purchase | 2,144 | $28.15 | Direct | |
| 2020‑03‑10 | Purchase | 5,000 | $28.04 | Indirect (joint with wife) | |
| 2019‑08‑14 | Purchases (multiple lines) | e.g., 4,533; 5,000 | ~$32.80–$32.83 | Direct and indirect |
Signal: Open‑market purchases in 2019 and March 2020 near market lows indicate additive alignment; no recent Form 4 sales by de Anda are shown in these filings .
Related‑Party Transactions and Conflicts
- Company‑wide ordinary‑course banking relationships: Some directors/executives and their families had loans/transactions with subsidiaries on market terms, compliant with Federal Reserve §22(h); all such transactions reviewed/approved by disinterested directors .
- Policy controls: Related‑party transactions must be fully disclosed and pre‑approved under the Code of Ethics; violations subject to discipline; hedging prohibited .
- De Anda‑specific: No related‑party transaction involving de Anda was disclosed in 2024–2025 proxy materials .
Governance Assessment
Positives
- Independent director with committee roles on Audit and Compensation; engaged across capital/ALM committee as well .
- Documented attendance threshold met (≥75% of Board/committees); Board held 7 meetings; 4 executive sessions without management in 2024 .
- Insider alignment via open‑market purchases in 2019 and 2020; beneficial ownership includes direct and spousal holdings; no pledging disclosed for de Anda .
- Audit and Compensation Committees comprised solely of independent directors; Audit Committee identifies a financial expert (Howland) .
Watch‑outs / RED FLAGS (board‑level context)
- No designated Lead Independent Director; CEO/Chair roles combined—Board cites continuity and culture, but investors may prefer independent board leadership .
- No formal director stock ownership guidelines (ownership considered but not required) .
- Pledging of shares disclosed for CEO Dennis E. Nixon (229,179 shares) and director A.R. Sanchez Jr. (517,199 shares), which some investors view as a risk, though not attributable to de Anda .
- Some directors and associates are banking customers with ordinary‑course loans—adequately controlled by policy, but remains a related‑party exposure area requiring ongoing oversight .
Notes on Say‑on‑Pay and Compensation Committee Practices (context)
- 2023 say‑on‑pay received support from a “substantial majority” of votes cast (no percentage provided); Compensation Committee did not adjust policies based on that vote .
- Hedging prohibited; clawback policy adopted effective Oct 2, 2023 (executive focus) . These policies support broader governance quality.